Opening the filing
8-K/A
This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed on October 14, 2026 (the “Original Form 8-K”) by TEG Overseas, Inc. (“TEG” or the “Company”) by updating certain information in the Original Form 8-K relating to (i) the registration of the transfer of the TEG SPV Participatory Interests to the Company, (ii) the change of the Board of Directors and (iii) the change of the Company’s fiscal year. Initially capitalized terms not otherwise defined in this Current Report shall have the meanings given to those terms in the Original Form 8-K.
Item 2.01 Completion of Acquisition or Disposition of Assets.
As reported in the Original Form 8-K, as a matter of the mandatory law of the Republic of Uzbekistan, the transfer of the Participatory Interests to the Company will not become effective under the laws of Uzbekistan, and the Company will not be deemed to have officially acquired ownership of the Participatory Interests under the laws of Uzbekistan, until the entry of the corresponding record in the unified state register of legal entities of the Republic of Uzbekistan reflecting the Company as a participant of TEG SPV. This registration has been completed and the name of the Company is currently being updated to TEG Overseas, Inc. in the registry.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As a result of the Registration Date having occurred as of October 14, 2026, (i) Temur Zokirov, Bahtiyor Kadirov and Elina Davidyan have resigned as members of the Board, and (ii) Anita Mendiratta, Wesley T. Davis, Marc William Kasher, Richard Nolan Sharko and Irodakhon Abduvakhitova, each of whom was designated by TEG SPV, has commenced serving as members of the Board, with Ms. Mendiratta serving as Chair of the Board. Mr. Zokirov continues to serve as the Company’s Chief Financial Officer and has been also appointed as Treasurer of the Company, and Elmurod Sopiev continues to serve as the Company’s Chief Executive Officer and has also been appointed as President of the Company.
The Board has determined that each of Ms. Mendiratta, Mr. Davis, Mr. Kasher and Mr. Sharko qualifies as an “independent director”
under the OTCQB standards. The Board has also established an Audit Committee, consisting of Mr. Sharko, Mr. Davis and Ms. Mendiratta, with Mr. Sharko serving as the chair; a Compensation Committee, consisting of Mr. Kasher, Mr. Davis and Ms. Mendiratta, with Mr. Kasher serving as the chair; and a Nominating and Corporate Governance Committee consisting of Mr. Kasher, Mr. Davis and Ms. Mendiratta, with Mr. Kasher serving as the chair.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Board, on October 14, 2026, approved a change in the Company’s fiscal year end from September 30 th to December 31 st .
Item 9.01 Financial Statements and Exhibits.
(a)